Data Processing Agreement

Introduction

This Data Processing Agreement (the “Agreement”) is applicable between Globadyme and Merchant when making use of Globadyme Services.

In consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Scope of Processing
   Parties agree to process the personal data of the Merchant’s Customers (the “Data Subjects”) in accordance with the applicable Data Protection Laws and the terms of this Agreement. The personal data that will be processed includes, but is not limited to:

• Name
• Email address
• Billing address
• Shipping address
• Bank account number

  Globadyme will process the Data Subjects’ personal data for the following purposes:

• To facilitate payments made by the Data Subjects to the Merchant
• To prevent fraud and other unauthorized activities
• To comply with applicable laws and regulations

  Globadyme agrees to process the following Merchant data:

• Due Dilligence Information as specified in Globadyme’s onboarding protocol
• Transaction data

2. Security Measures
   Parties will take all reasonable steps to protect the security of the Data Subjects’ personal data. The Parties will implement and maintain appropriate technical and organizational security measures to protect the personal data from unauthorized access, use, disclosure, alteration, or destruction. Parties will notify eachother with immediate effect in the event of security breaches.

3. Subprocessors
   Globadyme may engage third-party subprocessors to assist with the processing of the Data Subjects’ personal data. Globadyme will only engage subprocessors that comply with applicable Data Protection Laws.

4. Data Transfers
   Globadyme may transfer the Data Subjects’ personal data to third countries.

5. Audits
   Parties will be compliant with all Data Protection Laws and Regulation and will organize processes and process data in an auditable manner.  

6. Liability and Indemnification
   Each party (the “Indemnifying Party”) agrees to indemnify and hold harmless the other party (the “Indemnified Party”) from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any claim, demand, or action brought against the Indemnified Party by a third party, to the extent that such claim, demand, or action arises out of or in connection with the Indemnifying Party’s performance of its obligations under this Agreement.

   The Indemnifying Party shall not be liable to indemnify the Indemnified Party under this Section for any losses, damages, liabilities, costs, or expenses that are:

• Caused by the Indemnified Party’s own negligence or willful misconduct;
• Caused by the Indemnified Party’s breach of this Agreement; or
• Within the scope of any insurance coverage that the Indemnified Party has obtained.

  The Indemnified Party shall promptly notify the Indemnifying Party of any claim, demand, or action that is subject to indemnification under this Section. The Indemnifying Party shall have the right to control the defense of any such claim, demand, or action, but the Indemnified Party shall have the right to participate in such defense at its own expense.

  This Section shall survive the termination of this Agreement.

7. Term and Termination
   This Agreement will commence on the Effective Date (i.e., by the creation of the Globadyme Account and the acceptance of the Globadyme General Terms and Conditions) and will continue in full force and effect for the duration of the Globadyme – Merchant Payment Service Agreement, except for those provisions that shall survive any termination or expiration of this Agreement if required by applicable law or regulation.

8. Governing Law
   This Agreement will be governed by and construed in accordance with the laws of  The Netherlands

9. Entire Agreement
   This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

10. Severability
    If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck from this Agreement and the remaining provisions will remain in full force and effect.

11. Waiver
    No waiver of any provision of this Agreement will be effective unless in writing and signed by both parties.

12. Notices
    All notices and other communications hereunder will be in writing and will be deemed to have been duly given when delivered by email at [email protected], upon the first business day following deposit.

13. Headings
    The headings in this Agreement are for convenience only and will not affect its interpretation.

14. Counterparts
    This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.